Amendment: SEC Form SC 13G/A filed by Chewy Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
CHEWY, INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
16679L109
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
BC Partners Holdings Limited | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Guernsey | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
246,525,803(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
246,525,803(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
246,525,803(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
60.44%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Company) | |||||
| (1) | Includes 246,525,803 shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis. |
| (2) | Calculated assuming 407,903,481 shares of Class A Common Stock outstanding based upon (i) 161,377,678 shares of Class A Common Stock outstanding as of October 15, 2024, as reported on the Issuer’s Prospectus Supplement filed pursuant to rule 424(b)(7) on September 20, 2024, as increased by (ii) 246,525,803 shares of Class A Common Stock held by the Reporting Persons that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
CIE Management IX Limited | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Guernsey | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
246,525,803(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
246,525,803(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
246,525,803(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
60.44%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO (Limited Company) | |||||
| (1) | Includes 246,525,803 shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis. |
| (2) | Calculated assuming 407,903,481 shares of Class A Common Stock outstanding based upon (i) 161,377,678 shares of Class A Common Stock outstanding as of October 15, 2024, as reported on the Issuer’s Prospectus Supplement filed pursuant to rule 424(b)(7) on September 20, 2024, as increased by (ii) 246,525,803 shares of Class A Common Stock held by the Reporting Persons that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Argos Holdings GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
246,525,803(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
246,525,803(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
246,525,803(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
60.44%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
HC | |||||
| (1) | Includes 246,525,803 shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis. |
| (2) | Calculated assuming 407,903,481 shares of Class A Common Stock outstanding based upon (i) 161,377,678 shares of Class A Common Stock outstanding as of October 15, 2024, as reported on the Issuer’s Prospectus Supplement filed pursuant to rule 424(b)(7) on September 20, 2024, as increased by (ii) 246,525,803 shares of Class A Common Stock held by the Reporting Persons that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis. |
| 1. |
Names of Reporting Persons
Argos Holdings L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
246,525,803(1) | |||||
| 7. | Sole Dispositive Power | |||||